When five Manhattan women, all virgins, are accosted under mysterious circumstances, the police think they have got a twisted serial rapist on their hands. But as New York City Police Department Detective Dale Androtti (Lance Lewman) and Dr. Gamble Pace (Teresa Farley) soon discover, the reality is much worse. Tracing the source of the attacks underground, they find an unstoppable alien presence that has infested an abandoned subway system and begun to reproduce itself by impregnating human women.